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| CIK | 1847891 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Acropolis Infrastructure Acquisition Corp. Units, each consisting of one share of Class A Common Sto
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
SC 13G/A 1 tm243302d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.000 |
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| February 14, 2024 |
SC 13G/A 1 tm245838d37sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par valu |
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| February 12, 2024 |
SC 13G/A 1 acroa121224.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2023 (Date of Event which Requ |
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| February 7, 2024 |
SC 13G/A 1 p24-0557sc13ga.htm ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2023 (Date of |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40584 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registr |
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| December 20, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 02, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 5, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2023 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorp |
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| December 5, 2023 |
EXHIBIT 99.1 Acropolis Infrastructure Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, December 4, 2023 – Acropolis Infrastructure Acquisition Corp. (NYSE: ACRO) (the “Company”), a publicly-traded special purpose acquisition company, today announced that it will liquidate and dissolve the Company in accordance with the provisions |
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| November 13, 2023 |
fv UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents fv UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 005029103 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40584 ACRO |
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| August 14, 2023 |
Amendment to Administrative Services Agreement. Exhibit 10.2 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 42nd Floor New York, NY 10019 August 10, 2023 Acropolis Infrastructure Acquisition Sponsor, L.P. 9 West 57th Street, 42nd Floor New York, NY 10019 Re: Amendment to Administrative Services Agreement Ladies and Gentlemen: Reference is hereby made to the Administrative Services Agreement by and between Acropolis Infrastructur |
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| June 28, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. 005029103 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Acropolis Infrastructure Acquisition Corp. dated as of June 28, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us |
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| June 28, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Acropolis Infrastructure Acquisition Corp. 005029103 (CUSIP Number) June 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Ru |
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| June 27, 2023 |
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2) EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law Acropolis Infrastructure Acquisition Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY THAT: 1. Each of Artic |
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| June 27, 2023 |
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2) EXHIBIT 3.3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law Acropolis Infrastructure Acquisition Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY THAT: 1. Article IX of |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorpora |
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| June 27, 2023 |
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2) EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law Acropolis Infrastructure Acquisition Corp. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY THAT: 1. Article IX of |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorporat |
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| June 12, 2023 |
Form of Non-Redemption Agreement EXHIBIT 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of June [●], 2023 by and among Acropolis Infrastructure Acquisition Corp. (“Acropolis” or the “Company”), a Delaware corporation, Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership |
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| June 5, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| May 30, 2023 |
Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 42nd Floor New York, New York 10019 Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 42nd Floor New York, New York 10019 May 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Attention: Victor Rivera Melendez, Jeffrey Gabor RE: Acropolis Infrastructure Acquisition Corp. Preliminary Proxy Statement on Schedule |
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| May 22, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40584 ACR |
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| April 5, 2023 |
Indemnification Agreement, dated December 20, 2022, between the Registrant and Sanjay Patel. Exhibit 10.19 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of December 20, 2022. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the “Company”); and (2) Sanjay Patel (“Indemnitee”). Whereas: ( |
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| April 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 405 |
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| March 31, 2023 |
Indemnification Agreement, dated December 20, 2022, between the Registrant and Sanjay Patel. Exhibit 10.19 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of December 20, 2022. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the “Company”); and (2) Sanjay Patel (“Indemnitee”). Whereas: ( |
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| February 15, 2023 |
ACRO / Acropolis Infrastructure Acquisition Corp. / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2023 |
SC 13G/A 1 tm233236-2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Acropolis Infrastructure Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incor |
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| November 10, 2022 |
? Exhibit 10.1 EXECUTION VERSION THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40584 ACRO |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40584 ACR |
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| May 16, 2022 |
EXECUTION VERSION Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 405 |
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| March 28, 2022 |
? Exhibit 4.6 DESCRIPTION OF SECURITIES OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Acropolis Infrastructure Acquisition Corp. (the ?Company,? ?we,? ?us? and ?our?) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Act?): Units, cons |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Clas |
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| February 14, 2022 |
ACRO / Acropolis Infrastructure Acquisition Corp. / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 11, 2022 |
JOINT FILING AGREEMENT ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. EXHIBIT 1 JOINT FILING AGREEMENT ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced iss |
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| November 15, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 15, 2021 |
? Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of September 10, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) Ian Deason (?Indemnitee?). Whereas: (A) Highly compete |
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| August 27, 2021 |
EXHIBIT 99.1 Acropolis Infrastructure Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants, Commencing August 30, 2021 NEW YORK, AUGUST 27, 2021 ? Acropolis Infrastructure Acquisition Corp. (the ?Company?) announced that commencing August 30, 2021, holders of the units sold in the Company?s initial public offering (including units sold to the underwri |
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| August 27, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2021 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorpo |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2021 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorpo |
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| August 25, 2021 |
EXHIBIT 10.1 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 43rd Floor New York, NY 10019 Mr. Ian Deason 9 West 57th Street, 43rd Floor New York, NY 10019 Dear Mr. Deason, As previously discussed, attached hereto as Annex A is a summary of the terms (the ?Term Sheet?) in connection with your service as a director of Acropolis Infrastructure Acquisition Corp. This letter and Term Sh |
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| August 23, 2021 |
Exhibit 10.12 Execution Version THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| August 23, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40584 ACRO |
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| August 23, 2021 |
Exhibit 10.13 Execution Version THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| August 9, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2021 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40584 86-2120451 (State or other jurisdiction of incorpor |
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| August 9, 2021 |
Exhibit 99.1 Acropolis Infrastructure Acquisition Corp. (formerly known as AP Caps III, Corp.) PRO FORMA BALANCE SHEET Actual as of July 13, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 559,752 $ 900,000 (2) $ 559,752 (900,000 ) (3) Prepaid expenses 16,800 1,625,246 (4) 1,642,046 Total current assets 576,552 1,625,246 2,201,798 Cash held in Trust Acc |
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| July 23, 2021 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 005029202** (CUSIP Number) July 13, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to de |
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| July 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Acropolis Infrastructure Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
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| July 23, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Acropolis Infrastructure Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, |
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| July 19, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2021 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40584 98-2120451 (State or other jurisdiction of incorpora |
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| July 19, 2021 |
Acropolis Infrastructure Acquisition Corp. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 Acropolis Infrastructure Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 13, 2021 F-3 Notes to Balance Sheet F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Acropolis Infrastructure Acquisition Corp. Opinion on the Financial Stateme |
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| July 14, 2021 |
Amended and Restated Certificate of Incorporation of Acropolis Infrastructure Acquisition Corp.(1) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Dated as of July 12, 2021 Acropolis Infrastructure Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Acropolis Infrastructure Acquisition Corp.?. The original |
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| July 14, 2021 |
Exhibit 10.9 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) Curtis Morgan (?Indemnitee?). Whereas: (A) Hi |
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| July 14, 2021 |
Exhibit 4.1 Execution Version PUBLIC WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 8, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 8, 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a N |
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| July 14, 2021 |
Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 8, 2021 by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s regi |
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| July 14, 2021 |
Amended and Restated Bylaws of Acropolis Infrastructure Acquisition Corp.(1) Exhibit 3.2 AMENDED & RESTATED BYLAWS OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1?????????Registered Office. The registered office of the Corporation within the State of Delaware shall be located as set forth in the Corporation?s Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the ? |
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| July 14, 2021 |
Exhibit 10.7 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) Dylan Foo (?Indemnitee?). Whereas: (A) Highly |
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| July 14, 2021 |
Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 8, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Island |
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| July 14, 2021 |
Administrative Services Agreement, dated July 8, 2021, between the Company and the Sponsor.(1) Exhibit 10.11 Execution Version ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 43rd Floor New York, NY 10019 July 8, 2021 Acropolis Infrastructure Acquisition Sponsor, L.P. 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporati |
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| July 14, 2021 |
Exhibit 10.10 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) David Small (?Indemnitee?). Whereas: (A) Hig |
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| July 14, 2021 |
Exhibit 10.1 Execution Version July 8, 2021 Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Acropolis Infrastructure Acquisition Corp., |
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| July 14, 2021 |
Exhibit 10.5 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) Geoffrey Strong (?Indemnitee?). Whereas: (A) |
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| July 14, 2021 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 8, 2021, is made and entered into by and among Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the ?Sponsor?), and the undersigned p |
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| July 14, 2021 |
Exhibit 4.2 Execution Version PRIVATE WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 8, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 8, 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a |
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| July 14, 2021 |
Exhibit 10.8 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) Theresa M.H. Wise (?Indemnitee?). Whereas: (A |
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| July 14, 2021 |
Exhibit 1.1 Execution Version Acropolis Infrastructure Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENT New York, New York July 8, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Acropolis Infrastructure Acquisition Corp., a Delaware corpor |
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| July 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2021 Acropolis Infrastructure Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 01-40584 98-2120451 (State or other jurisdiction of incorporati |
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| July 14, 2021 |
Exhibit 10.6 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of July 8, 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) James Crossen (?Indemnitee?). Whereas: (A) Hi |
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| July 9, 2021 |
$300,000,000 Acropolis Infrastructure Acquisition Corp. 30,000,000 Units 424B4 1 tm217785-15424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-254409 PROSPECTUS $300,000,000 Acropolis Infrastructure Acquisition Corp. 30,000,000 Units Acropolis Infrastructure Acquisition Corp. is a blank check company incorporated in Delaware and formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, |
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| July 7, 2021 |
As filed with the Securities and Exchange Commission on July 7, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 6, 2021 |
ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 43rd Floor New York, NY 10019 CORRESP 1 filename1.htm ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 43rd Floor New York, NY 10019 July 6, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Erin Jaskot Acropolis Infrastructure Acquisition Corp. Registration Statement on Form S-1 (File No. 333-254409) Dear Ladies an |
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| July 6, 2021 |
[Remainder of page intentionally left blank] CORRESP 1 filename1.htm VIA EDGAR July 6, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Morris Erin Jaskot Re: Acropolis Infrastructure Acquisition Corp. Registration Statement on Form S-1 (File No. 333-254409) Ladies and Gentleman: In connection with the above-referenced Registration Statement |
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| July 1, 2021 |
Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration stat |
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| July 1, 2021 |
Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited |
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| July 1, 2021 |
Specimen Warrant Certificate.(2) Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that ????, or registered |
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| July 1, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.* Exhibit 10.2 [ ], 2021 Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporatio |
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| July 1, 2021 |
EX-10.4 11 tm217785d14ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor |
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| July 1, 2021 |
Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A c |
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| July 1, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 Acropolis Infrastructure Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [ ], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?) |
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| July 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 1, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 1, 2021. Registration No. 333-254409? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Delaware (Sta |
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| July 1, 2021 |
Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited |
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| July 1, 2021 |
Amendment No. 2 to the Certificate of Incorporation of the Registrant.* Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF APOLLO INFRASTRUCTURE ACQUISITION, CORP. February 23, 2021 Apollo Infrastructure Acquisition, Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the ?Certificate of Amendment?) amends the |
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| July 1, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor. * Exhibit 10.5 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted li |
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| June 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 21, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 21, 2021. Registration No. 333-254409? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Delaware (St |
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| June 21, 2021 |
Form of Indemnification Agreement.* Exhibit 10.6 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of [ ], 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the ?Company?); and (2) [] (?Indemnitee?). Whereas: (A) Highly competent persons h |
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| June 21, 2021 |
CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 21, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Erin Jaskot Division of Corporate Finance Trade & Services Acropolis Infrastructure Acquisition Corp. |
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| June 7, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the ?Sponsor?), and the undersigned parties listed under H |
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| June 7, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor. * Exhibit 10.5 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted li |
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| June 7, 2021 |
Form of Indemnification Agreement.* EX-10.6 19 tm217785d7ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2021. BETWEEN: (1) ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County, United States (the “Company”); and Whereas: (A) High |
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| June 7, 2021 |
Form of Administrative Services Agreement between the Registrant and sponsor.** Exhibit 10.7 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. 9 West 57th Street, 43rd Floor New York, NY 10019 [•], 2021 Acropolis Infrastructure Acquisition Sponsor, L.P. 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), an |
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| June 7, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.* Exhibit 10.2 [ ], 2021 Acropolis Infrastructure Acquisition Corp. 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporatio |
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| June 7, 2021 |
Specimen Warrant Certificate.* Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that ????, or registered |
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| June 7, 2021 |
Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corpora |
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| June 7, 2021 |
Specimen Class A Common Stock Certificate.(2) EX-4.2 10 tm217785d7ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- [] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ACROPOLIS INFRASTRUCTURE A |
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| June 7, 2021 |
Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A c |
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| June 7, 2021 |
Exhibit 3.4 BYLAWS OF AP CAPS III, CORP. ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Delaware as the Board |
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| June 7, 2021 |
Amendment No. 2 to the Certificate of Incorporation of the Registrant.* Exhibit 3.3 UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARD OF DIRECTORS OF APOLLO INFRASTRUCTURE ACQUISITION, CORP. Dated as of February 23, 2021 The undersigned, being all of the members of the board of directors (the ?Board of Directors?) of Apollo Infrastructure Acquisition, Corp., a Delaware corporation (the ?Corporation?), in accordance with Article III, Section 8 of the bylaws of |
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| June 7, 2021 |
Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, |
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| June 7, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 4, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 4, 2021. Registration No. 333-254409? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Delaware (Sta |
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| June 7, 2021 |
Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Acropolis Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporat |
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| June 7, 2021 |
Amended and Restated Certificate of Incorporation of Acropolis Infrastructure Acquisition Corp.(1) Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AP CAPS III, CORP. August 27, 2020 FIRST: The name of this corporation (the "Corporation") shall be AP Caps III, Corp. SECOND: Its registered office in the State of Delaware is to be located at 251 Little Falls Drive, Wilmington, Delaware 19808 in New Castle County, United States, and the name of its registered agent at such address is the Corporation Se |
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| June 7, 2021 |
Form of Amended and Restated Bylaws of the Registrant.** Exhibit 3.6 AMENDED & RESTATED BYLAWS OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1?????????Registered Office. The registered office of the Corporation within the State of Delaware shall be located as set forth in the Corporation?s Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the ? |
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| June 7, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 tm217785d7ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Acropolis Infrastructure Acquisition Corp. 40,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [ ], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Acropolis Infrastructure Acquisition Corp |
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| June 7, 2021 |
Amendment No. 1 to the Certificate of Incorporation of the Registrant.** Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AP CAPS III, CORP. February 22, 2021 AP CAPS III, CORP. (hereinafter called the ?Corporation?), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The Article First of the Corporation?s Certificate of Incorporation (the ? |
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| June 7, 2021 |
Form of Amended and Restated Certificate of Incorporation of the Registrant.** Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. Acropolis Infrastructure Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Acropolis Infrastructure Acquisition Corp.”. The original certificate of incorporat |
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| June 4, 2021 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 4, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 17, 2021 |
Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Acropolis Infrastructure Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Acropolis |
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| March 17, 2021 |
Exhibit 10.1 EXECUTED VERSION THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUB |
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| March 17, 2021 |
Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Acropolis Infrastructure Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Acropolis |
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| March 17, 2021 |
Consent of Theresa M.H. Wise.** Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Acropolis Infrastructure Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Acropolis |
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| March 17, 2021 |
Power of Attorney (included on signature page of this Registration Statement).** S-1 1 tm217785-4s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State |
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| February 26, 2021 |
TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on February 26, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-?????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? FORM S-1 |
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| February 26, 2021 |
EX-10.1 2 filename2.htm Exhibit 10.1 EXECUTED VERSION THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR |
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| February 26, 2021 |
Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Acropolis Infrastructure Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Acropolis |
